TIDMTSL
RNS Number : 3338H
ThinkSmart Limited
23 November 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
23 November 2022
ThinkSmart Limited
("ThinkSmart" or the "Company" which together with its subsidiaries is the "Group")
Scheme of arrangement legally effective
Further to its announcement on 22 November 2022, ThinkSmart
(AIM: TSL) is pleased to announce that a copy of the orders made by
the Federal Court of Australia approving the proposed acquisition
of ThinkSmart by Tuscan Equity Pty Ltd ("Bidco") by way of a scheme
of arrangement under the Australian Corporations Act 2001 (Cth)
(the "Scheme") has been lodged with the Australian Securities and
Investments Commission.
A copy of the Court order is available on the Company's website
in the Company Documents section at
www.thinksmartworld.com/investors/company-documents/ .
As a result, the Scheme is now legally effective and ThinkSmart
shares were suspended from trading on AIM from 7.30am (London time)
today, 23 November 2022.
As the Scheme is now effective, ThinkSmart shareholders and DI
holders who are registered as at the Scheme Record Date (as defined
in the Scheme Booklet dated 24 October 2022) will, following
implementation of the Scheme, receive the scheme consideration on
the terms and conditions described in the Scheme Booklet.
Timetable
The key dates remaining for the Scheme (as set out on pages 14
to 16 of the Scheme Booklet) are set out below.
Event Date
Scheme Record Date 25 November
Date for determining entitlements to Scheme Consideration 2022 at:
for: * 5.00pm (Perth time)
* ThinkSmart Shareholders
* 6.00pm (London time)
* ThinkSmart DI Holders
----------------------------
Disablement of CREST in respect of ThinkSmart 25 November
Shares 2022 at 6.00pm
London time
----------------------------
Implementation Date 2 December
2022
----------------------------
Cancellation of admission to trading on AIM of 5 December
ThinkSmart Shares 2022 at 7.00am
(London time)
----------------------------
Sale of Block Sale Shares 5 December
2022 to 7 December
2022
----------------------------
Payment of Scheme Consideration As soon as
practicable
following the
sale of the
Block Sale
Shares, expected
to be approximately
8 Business
Days after
completion
of the sale
of the Block
Sale Shares
----------------------------
All times and dates in the above timetable are references to the
time and date in Perth, Australia unless otherwise stated. All such
times and dates are subject to change. Any changes will be
announced by ThinkSmart via the RNS of the LSE.
Capitalised terms used in this announcement shall, unless
otherwise defined, have the same meanings as set out in the Scheme
Booklet. All references to times in this announcement are to Perth
time, Australia times unless stated otherwise.
For further information please contact:
ThinkSmart Limited Via Buchanan
Canaccord Genuity Li mi ted
(Nominated Adviser and Broker)
Emma Gabriel
Andrew Potts
Tom Diehl +44 (0)20 7523 8350
Buchanan
Giles Stewart
Chris Lane
Toto Berger +44 20 7466 5000
Notes to Editors
About ThinkSmart Limited
ThinkSmart's roots are as a specialist digital payments platform
business. Following the sale of its remaining 10% shareholding in
Clearpay in January 2022, the Group holds shares in NYSE listed
Block, Inc (NYSE: SQ). The Group also provides an outsourced call
centre customer service and support service to Clearpay and is
managing the wind-down of its leasing business.
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Scheme or otherwise, nor shall there
be any sale, issuance or transfer of securities of ThinkSmart in
any jurisdiction in contravention of applicable law. The Scheme
will be implemented in accordance with the Scheme Implementation
Deed and the Scheme Booklet, which contain the full terms and
conditions of the Scheme. This announcement does not constitute a
prospectus, prospectus equivalent document or an exempted
document.
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser.
Overseas shareholders
The release, publication or distribution of this announcement in
or into jurisdictions other than Australia or the UK may be
restricted by law and therefore any persons who are subject to the
law of any jurisdiction other than Australia or the UK should
inform themselves of, and observe, any applicable legal or
regulatory requirements. Any failure to comply with such
requirements may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the Scheme
disclaim any responsibility or liability for the violation of such
restrictions by any person. This announcement has been prepared in
accordance and for the purpose of complying with Australian law,
English law, the AIM Rules, the Market Abuse Regulation and the
Disclosure Guidance and Transparency Rules and information
disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside
Australia or England.
The availability of the Scheme to ThinkSmart Shareholders who
are not resident in and citizens of Australia or the UK may be
affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizens. Persons who are not
resident in Australia or the UK should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdictions. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the Scheme
disclaim any responsibility or liability for the violation of such
restrictions by any person.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Scheme, and other information published by Bidco or ThinkSmart may
contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Bidco and ThinkSmart about future events, and are therefore subject
to risks and uncertainties which could cause actual results to
differ materially from the future results expressed or implied by
the forward-looking statements.
The forward-looking statements contained in this announcement
include statements relating to the expected effects of the Scheme
on Bidco and ThinkSmart (including their future prospects,
developments and strategies), the expected timing and scope of the
Scheme and other statements other than historical facts. Often, but
not always, forward-looking statements can be identified by the use
of forward-looking words such as "plans", "expects", "estimates",
"forecasts", "intends" or "anticipates", or variations of such
words and phrases or statements that certain actions, events or
results "may", "could", "should", "would", "might" or "will" be
taken, occur or be achieved. Although Bidco and ThinkSmart believe
that the expectations reflected in such forward-looking statements
are reasonable, Bidco and ThinkSmart can give no assurance that
such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur
in the future. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward-looking statements.
These factors include, but are not limited to: the ability to
complete the Scheme; the ability to obtain requisite regulatory and
shareholder approvals and the satisfaction of other conditions on
the proposed terms and timetable; changes in general economic and
business conditions; the behaviour of other market participants;
the anticipated benefits from the proposed transaction not being
realised as a result of changes in general economic and market
conditions; weak, volatile or illiquid capital and/or credit
markets; changes in tax rates, interest rate and currency value
fluctuations; the degree of competition in the geographic and
business areas in which ThinkSmart operates and changes in laws or
in supervisory expectations or requirements. Other unknown or
unpredictable factors could cause actual results to differ
materially from those in the forward-looking statements. Such
forward-looking statements should therefore be construed in the
light of such factors. Neither Bidco nor ThinkSmart, nor any of
their respective associates or directors, officers or advisers,
provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur. You are cautioned not to place any reliance on these
forward-looking statements. Other than in accordance with their
legal or regulatory obligations, neither Bidco nor ThinkSmart is
under any obligation, and Bidco and ThinkSmart expressly disclaim
any intention or obligation, to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
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END
SOAEAPFDAEEAFEA
(END) Dow Jones Newswires
November 23, 2022 03:05 ET (08:05 GMT)
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